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Optional Tender Sample Clauses

Optional Tender. Section 4.01. Optional Tender in Daily, Weekly, Monthly and Term Mode. (a) By the purchase and acceptance of Floater Certificates, each Holder and Beneficial Owner of Floater Certificates (other than Liquidity Floater Certificates) acquires the right to exercise the Tender Option in the Daily, Weekly, Monthly and Term Mode with Term Periods 30 days or less in duration prior to the earlier of (i) the Scheduled Expiration Date, (ii) the Last Designated Termination Date, or (iii) the occurrence of a Tender Option Termination Event with respect to all Maturities; provided that, if the Optional Tender Date would occur during the Grace Period, such Optional Tender Date shall not occur unless the payment default that is subject to such Grace Period shall be cured during such Grace Period, in which case such Optional Tender Date shall be the first Business Day following the expiration of such Grace Period, so long as no other Tender Option Termination Event shall have occurred on or before such Business Day. (b) The Trustee is hereby directed to enter into a Liquidity Facility to provide for Liquidity Loans to the Trust to fund the purchase of Floater Certificates (other than Liquidity Floater Certificates) appropriately tendered or deemed tendered and not remarketed, as provided therein, at the Purchase Price on any Optional Tender Date with proceeds drawn under such Liquidity Facility pursuant to Article IX hereof. (c) To exercise its Tender Option, a Beneficial Owner of Floater Certificates is required to deliver irrevocable written notice of tender, or irrevocable telephonic notice of tender promptly confirmed in writing, to the Remarketing Agent and the Tender Agent, by delivering a Tender Notice specifying the principal amount of such Beneficial Owner’s Floater Certificates to be purchased on the Optional Tender Date, which shall be in Authorized Denominations. Such notice must be given during business hours on any Business Day prior to the applicable times set forth as follows: (i) for tenders in Daily Mode, 10:30 a.m. on the Optional Tender Date; (ii) for tenders in Weekly Mode, 3:00 p.m. on the Business Day seven calendar days before the Optional Tender Date; (iii) for tenders in Monthly Mode, 3:00 p.m. on the Business Day five Business Days before the Optional Tender Date; (iv) for tenders in Term Mode with Term Periods 30 days or less in duration, 3:00 p.m. on the Business Day preceding the Optional Tender Date; and (v) for tenders in connection with an...
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Optional Tender upon tender (or constructive tender pursuant to Section 4.12D of the Bond Indenture), for purchase of such Bonds or portions thereof at the option of such Person on any Business Day for such Bonds in accordance with Section 4.06 of the Bond Indenture, if notice of such tender shall have been given to the Tender Agent and the Remarketing Agent for such Bonds in strict compliance with the provisions of Section 4.06 of the Bond Indenture, and
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Optional Tender. Any Bond, or any units of principal amount thereof in Authorized Denominations, shall be subject to optional tender for purchase, from the sources prescribed in Section 3.08 hereof, on any Business Day during a Weekly Period or a Daily Period, at a Purchase Price equal to the principal amount thereof, or of any units thereof purchased in Authorized Denominations, plus interest accrued thereon, if any, to the date of purchase, in the event that the Bonds are not then held in a book-entry only system, upon (a) delivery, not later than 10:00 a.m., New York City time on a Business Day, to the Tender Agent and the Trustee, with a copy provided by the Tender Agent to the Remarketing Agent, of a written notice (a "Tender Notice") which notice shall upon receipt by the Tender Agent and the Trustee be irrevocable, and states (i) the principal amount of such Bond for which payment is demanded, and (ii) the date on which such Bond or units of principal amount thereof in Authorized Denominations shall be purchased pursuant to this Section 2.03(a), which date with respect to an optional tender during a Weekly Period shall be a Business Day not prior to the seventh (7th) day, or which date with respect to an optional tender during a Daily Period, shall be the date of the receipt of the Tender Notice by the Tender Agent and the Trustee, and (b) delivery to the Tender Agent, at or prior to 11:00 a.m., New York City time, on the Purchase Date, of such Bond (with an appropriate transfer of registration form executed in blank and in form satisfactory to the Tender Agent). Notwithstanding the foregoing, if the Bonds in the Weekly Rate Mode are held in a Book-Entry System, a Beneficial Owner shall have the right to optionally tender for purchase its beneficial interest in any Outstanding Bonds (or portion thereof in an Authorized Denomination) at the Purchase Price, which right may be exercised by delivery by the Beneficial Owner to the Remarketing Agent at its Principal Office of a notice identifying the name and address of such Beneficial Owner and stating that such Beneficial Owner will cause its beneficial interest (or portion thereof in an Authorized Denomination) to be purchased, the amount of such interest to be purchased, the date on which such interest will be purchased (which date shall be a Business Day at least seven days after delivery of such notice to the Remarketing Agent) and specifying the Remarketing Agent as the Participant through which the Beneficial Owne...
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Optional Tender. 21 SECTION 3.05
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Optional Tender not Pre-empted. The Bonds or Beneficial Interests in the Bonds that have been tendered for purchase and would otherwise be subject to remarketing on the Tender Date shall not have been called for redemption or mandatory tender pursuant to the Indenture unless the remarketing of such Bonds or Beneficial Interests would be permitted under Article IV of the Indenture.
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Optional Tender. 21 Section 2.04. Mandatory Tender........................................................... 23 Section 2.05.
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Optional Tender. (a) The Bondholder shall have the option to tender the Bond for purchase in whole on April 25, 1999. If not exercised, the Bondholder's right of optional tender shall be extended as follows. Unless the Bondholder notifies the Issuer and the Company to the contrary in writing prior to February 1 of any year, the optional tender date shall be automatically extended for an additional year, with no further action required of the Bondholder, the Issuer or the Company. The optional tender date may not be extended in this automatic manner beyond the date 5 years from the date of the Advance under this Amended and Restated Financing Agreement unless the Bondholder, at its sole option, reinstates the automatic renewal provision for an additional 5 years by giving written notice to that effect. The automatic optional tender extension provision may similarly operate into the future, with the Bondholder's affirmative written reinstatement being necessary to continue the automatic renewal feature for successive 5 year periods. (b) The election of the Bondholder to exercise any right of optional redemption shall be evidenced by written notice to the Company and the Issuer dated at least 30 days prior to the optional tender date.
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Optional Tender upon tender (or constructive tender pursuant to Section 5.06 of the Series 2022A Bond Indenture) for purchase of such Series 2022A Bonds or portions thereof at the option of such Person on any Business Day for the Series 2022A Bonds in accordance with Section 5.01A of the Series 2022A Bond Indenture, if notice of such tender shall have been given to the Tender Agent and the Remarketing Agent in strict compliance with the provisions of Section 5.02 of the Series 2022A Bond Indenture, and
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Optional Tender. Except as set forth in the Modal Agreement, during any Daily Rate Period or Weekly Rate Period, the Owners of the Series 2014_ Bonds shall have the right to tender any such Series 2014_ Bond (or portion thereof in an Authorized Denomination, provided that any Series 2014_ Bond or portion thereof remaining is also in an Authorized Denomination) for purchase on any Optional Tender Date, but only upon: (1) (A) during any Daily Rate Period, delivery to the Remarketing Agent at its designated office, not later than 10:00 a.m., Local Time, on such Optional Tender Date, of an irrevocable written, telephonic (followed by written or facsimile confirmation delivered to the Remarketing Agent no later than the close of business on such Optional Tender Date), facsimile or telegraphic notice (with a written or facsimile copy to the Bond Registrar) stating (1) that such Holder will tender for purchase all or any portion of his or her Bonds in an Authorized Denomination and the amount of Series 2014_ Bonds to be tendered and (2) the Optional Tender Date on which such Series 2014_ Bonds will be tendered (which may be the Business Day on which such notice is delivered); and
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Related to Optional Tender

  • Only Tenders alternative Tenders and discounts that are opened and read out at Tender opening shall be considered further for evaluation. The Form of Tender and pages of the Bills of Quantities are to be initialed by the members of the tender opening committee attending the opening. The number of representatives of the Procuring Entity to sign shall be specified in the TDS.

  • Late Tenders 22.1 The Procuring Entity shall not consider any Tender that arrives after the deadline for submission of Tenders. Any Tender received by the Procuring Entity after the deadline for submission of Tenders shall be declared late, rejected, and returned unopened to the Tenderer.

  • The Tender Offer (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or change. (b) As promptly as reasonably practicable on the date the Tender Offer is commenced, (A) CIG shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments thereto, the “Tender Offer Schedule TO”) and (B) the Company shall file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the Tender Offer, each of which will comply in all material respects with the provisions of all applicable federal and state securities laws, and will contain (including as an exhibit) or incorporate by reference an offer to purchase relating to the Tender Offer and forms of the related letter of transmittal (which documents, together with the Tender Offer Schedule TO and any supplements or amendments thereto, are referred to collectively as the “Tender Offer Documents”). The related letter of transmittal shall provide that, among other matters, in order for shares of Class A Common Stock to be validly tendered, each holder of shares of Class A Common Stock who tenders in the Tender Offer shall represent and warrant to CIG that (x) such holder has full power and authority to tender, sell, assign and transfer shares of Class A Common Stock in the Tender Offer, (y) such holder is not prohibited or restricted from tendering shares of Class A Common Stock in the Tender Offer by the terms of such shares or any Contract and (z) when such shares are accepted for payment by CIG, CIG shall acquire good, marketable and unencumbered title thereto, free and clear of all Liens. (c) The Schedule 14D-9 shall contain the recommendation of the Board described in Section 3.02(a) which recommendation shall not be withdrawn or amended without the prior written consent of CIG and NBCU; provided, however, that the Company’s recommendation may be withdrawn or modified by the Board without the prior written consent of CIG and NBCU to the extent that the Board determines in the good faith exercise of its reasonable business judgment, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its fiduciary duties to the Company’s stockholders under applicable Law. On the date filed with the SEC and on the date first disseminated to the Company’s stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by CIG or the NBCU Entities specifically for inclusion in the Schedule 14D-9. On the date filed with the SEC and on the date first disseminated to the Company’s stockholders, the Tender Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation shall be made by CIG with respect to written information supplied by the Company or the NBCU Entities specifically for inclusion in the Tender Offer Documents, and no representation shall be made by the Company with respect to written information supplied by CIG or the NBCU Entities specifically for inclusion in the Tender Offer Documents. CIG and the Company shall take all steps necessary to cause the Tender Offer Documents to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. Each of CIG, the NBCU Entities and the Company shall promptly correct or supplement any information provided by it for use in the Tender Offer Documents if and to the extent that it shall have become false and misleading in any material respect, and CIG and the Company shall take all steps necessary to cause the Tender Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Company, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review the initial Tender Offer Documents before they are filed with the SEC. CIG, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, CIG, on the one hand, and the Company, on the other hand, agree to provide the other, the NBCU Entities and their respective counsel with any comments or other communications that either party or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Tender Offer Documents promptly after the receipt of such comments or other communications. The Company, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review and comment on any response of CIG to comments or other communications from the SEC or any amended or revised Tender Offer Documents before it is filed with the SEC. CIG, the NBCU Entities and their respective counsel shall be given a reasonable opportunity to review any response of the Company to comments or other communications from the SEC or any amended or revised Schedule 14D-9 before it is filed with the SEC. (d) Subject to the terms of this Agreement, promptly after the expiration of the “initial offering period” (as such term is defined in Rule 14d-1(g)(4) under the Exchange Act) and, if applicable, promptly in accordance with Rule 14d-11 under the Exchange Act, during the Subsequent Period, CIG shall accept for payment and pay for, in accordance with the terms of the Tender Offer, all of the shares of Class A Common Stock validly tendered pursuant to the Tender Offer and not validly withdrawn. (e) If the payment of the Offer Price is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing shares of Class A Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of CIG that such taxes either have been paid or are not applicable.

  • Redemption at the Option of the Company Unless a Redemption Right is specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Maturity Date specified on the face hereof. If a Redemption Right is so specified, this Security may be redeemed at the option of the Company on any Business Day on and after the date, if any, specified on the face hereof (each, a "Redemption Date"). This Security may be redeemed on any Redemption Date in whole or in part in increments of $1,000 (an "Authorized Denomination") at the option of the Company at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued interest to the Redemption Date, on written notice given not more than 60 days nor less than 5 days prior to the proposed Redemption Date. In the event of redemption of this Security in part only, a new Security for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.

  • Redemption at the Option of the Issuer The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 31 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.

  • Alternative Tenders 12.1 Unless otherwise specified in the TDS, alternative Tenders shall not be considered.

  • Optional Termination The termination of the Trust Fund created hereunder as a result of the purchase of all of the Mortgage Loans and any REO Property pursuant to the last sentence of Section 10.01 hereof.

  • Optional If Vendor would like to display any applicable certificates or licenses (including HUB certificates) for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

  • Redemption of Securities and Sinking Funds 36 SECTION 11.1 Applicability of Article.................................................................................. 36 SECTION 11.2 Notice of Redemption; Partial Redemptions................................................................. 37 SECTION 11.3 Payment of Securities Called for Redemption............................................................... 37 SECTION 11.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption............................. 38 SECTION 11.5 Mandatory and Optional Sinking Funds...................................................................... 38

  • Optional Tax Redemption The Companies may, at their or the Parent Guarantor’s option, redeem the Securities of this series in whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of the relevant Company assigning its obligations under the Securities of this series to a Substitute Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. Prior to the mailing of any notice of redemption pursuant to this Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. No notice of redemption pursuant to this Section may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Securities of this series were then due.

Most Referenced Clauses

Most Referenced Definitions